Terms & Conditions

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Terms & Conditions 2018-06-30T09:53:58+00:00

QUIPLAB TERMS OF SERVICE and SERVICE AGREEMENT

  • Last Updated: 2017

PLEASE READ THIS SERVICE AGREEMENT CAREFULLY. THIS IS A LEGALLY BINDING CONTRACT. This Service Agreement (the “Agreement”) contains important terms and conditions that govern your use of our website (the “Site”) and the purchase or use of any of our services (“Services”). By using our Site, or applying for or using any of our Services, you acknowledge that you have read and agree to be bound by all terms and conditions of this Agreement and policies or documents incorporated by reference. If you do not agree to this Agreement, you are not authorized to use this Site or any of our Services.

Please read this document in its entirety. This Agreement is arranged in parts, and certain provisions apply to specific services only. The Agreement is arranged as follows:

PART I: GENERAL PROVISIONS. These provisions apply to the Site and all Services; and
PART II: PROVISIONS SPECIFIC TO QUIPS. In addition to the General Provisions, these provisions apply to all QUIP application and registration Services

PART I: GENERAL PROVISIONS

  1. The Parties; Account Set-Up & Authority. In this Agreement, The terms “you”, “your”, or “customer” shall mean any individual or entity who uses the Site, accepts this Agreement, establishes an account with us, or uses any Services (this includes, but is not limited to, each person listed in your account information), and “we”, “us” and “our” shall mean QUIPLAB LLC (“QUIPLAB”). In order to purchase or use any Services, you’ll need to establish an account with us. When you use your account, or permit someone else to use your account, to purchase or use additional Services or to modify or cancel any Services, this Agreement as amended governs those additional Services or actions. Additionally, you agree that each person listed in your account information with respect to any given Service is your agent with full authority to act on your behalf with respect to such Services, and that such agents shall have the authority to terminate, transfer (where transfer is permitted by us), or modify such Services or your account information, or purchase additional Services. You agree that, if your agent, (e.g., an employee, a vendor, or a contact listed in your account) purchased Services on your behalf, you are nonetheless bound as a principal by all terms and conditions herein. Additionally, you agree that your continued use of the Services after purchase by an agent is your ratification of any unauthorized actions of your agent. You are responsible for any errors made by your agent. Except where expressly permitted herein, you agree that you will not list QUIPLAB as a contact for your account in any way. If you violate this provision, in addition to our other rights and remedies, you agree that we may, without notice, remove our name and information and replace it with the name and information for any other contact associated with your account.
  2. Providing and Maintaining Accurate Information. You agree to: (1) provide accurate, current and complete information when setting up an account with us or purchasing any Services; and (2) maintain and promptly update that information to keep it current, complete and accurate. We use this information to send you important information about your account and our Services.
  3. Use of Third Party Providers. You acknowledge and agree that we may, in our sole discretion, use our affiliates and vendors to provide or implement some or all of the Services, and such affiliates and vendors are intended third party beneficiaries of this Agreement. You agree that such third parties are permitted to take any and all actions we are permitted to take under this Agreement in connection with the provision of Services. Additionally, as a part of the Services, we may provide you with access to certain tools or services made available by third parties (“Third Party Services”), and those Third Party Services may be subject to licenses or other terms of use (“Third Party Terms”). You agree that you will comply with all applicable Third Party Terms when using any Third Party Services, and that your failure to so comply may result in immediate termination of your Services by us or the relevant third party. Furthermore, we do not control Third Party Services and are therefore not liable for any problems or issues of any kind related to any Third Party Services. We reserve the right, in our sole discretion, to terminate, suspend, cancel or alter your access to Third Party Services at any time. To the extent any of our vendors (or their vendors) is providing any portion of the Services that we make available to you, you acknowledge and agree that those vendors may change or cease providing their services and the Services you are receiving may be adversely affected thereby; you agree we and our vendors are not liable for any changes or cessation of Services resulting from the actions or inactions of such vendors.
  4. Payment of Fees & Taxes; Renewals; Term of Services. You agree to pay QUIPLAB the applicable service(s) fees set forth on our Website at the time of your purchase. Except as expressly provided otherwise herein or as required by law, all fees are non-refundable. Any renewal of your Services is subject to the terms and conditions of the then-current version of this Agreement. You agree that any purchase or renewal of Services that are provided or supported by a third party is subject to acceptance of the purchase or renewal by that third party (e.g., completion of a QUIP registration or renewal is subject to the QUIP registry’s acceptance of the registration or renewal). The term for any Services will be as set forth on our Site at the time of purchase. Except with respect to Services for which you subscribe on a monthly basis, we will endeavor to provide you with notice of expiration prior to the expiration date; however, it is your responsibility to manage your account and renew any Services prior to expiration. We may (but are not obligated to), at any time, activate an auto-renew feature for Services in your account. Additionally, we may provide you with an opportunity to “opt in” to an automatic renewal process. You agree that if you are enrolled in or are using any auto-renew feature that is made available by us, we will attempt to renew your Service prior to its expiration date. An automatic renewal may be for a shorter term than the original or expiring term of your Services, and any automatic renewal of a QUIP registration will be for the minimum term permitted by the QUIP registry. Any completed automatic renewal will be charged the then-current price for the Services (which may be different than the applicable price you last paid), and you agree we are authorized to charge your credit card or other payment method on file for the renewal. You agree you are solely responsible for the accuracy of credit card or payment information you provide to us, and that you will keep such information current. You agree that we may extend the expiration date of your credit card on file with us so as to complete a purchase or renewal of Services. In the end, however, you agree that you are solely responsible for ensuring Services are renewed. QUIPLAB shall have no liability to you or any other party in connection with any failure to renew any Services. If we make available to you an auto renewal feature, you agree that we may share your credit card or other payment method information with third-party vendors for the purpose of obtaining any update to your credit card expiration date, account number, or payment account information. You agree to pay all value added tax (“VAT”), sales and other taxes (other than taxes based on QUIPLAB’s income) related to the Services or any payments you make. You acknowledge and agree that you may be charged VAT based on the country indicated in the account holder address information associated with your account. All sums due and payable that remain unpaid after the due date will accrue interest as a late charge of 1.5% per month or the maximum amount allowed by law, whichever is less. In the event of non-payment of a past due amount, we reserve the right to refer the overdue account to a collection agency.
  5. Account Access; Protecting your Authentication Credentials; Security. To access or use the Services, you may be required to establish an account and obtain a login name, account number, password and/or passphrase for your account and certain Services (“Authentication Credentials”). You authorize us to process any and all account transactions initiated through the use of your Authentication Credentials. You are solely responsible for maintaining the confidentiality of your Authentication Credentials. You must immediately notify us via email at support@quiplab.com of any loss or unauthorized use of your Authentication Credentials, and you are responsible for all activities (including charges) made through your Account Credentials, whether authorized or unauthorized. In no event will we be liable for the unauthorized use or misuse of your Account Credentials.
  6. Right to Refuse Services. We, in our sole discretion, reserve the right to refuse to register your selected QUIP or register you for other Service(s), and the right to delete any QUIP registration at any time (in which case, unless as a result of your breach of this Agreement or as otherwise expressly provided herein, we will refund any applicable fee(s) you have paid). You agree that we are not liable to you for loss or damages that may result from our refusal to register your selected QUIP or to register you for other Services, or from the deletion of your selected QUIP.
  7. Sharing and Processing of Your Information; Data of Third Parties. You acknowledge and agree that we will share with the QUIP registry and any applicable third party vendors, certain personal and other information submitted by you in your applications for Services, as required by our agreement with the QUIP registry or other vendors, or to provide the services for which you have applied. You hereby consent to the use, copying, distribution, publication, modification and other processing of your personal data by the QUIP registry and other vendors, and each of their designees and agents, in connection with the QUIP registry’s or vendors’ service obligations to us or third parties, or as otherwise deemed necessary by any of them to fulfill their obligations to us or any third party. We agree that we will take reasonable precautions to protect your personal data from loss, misuse, unauthorized access or disclosure, alteration, or destruction. You represent and warrant that you have provided notice to, and obtained consent from, any third party individuals whose personal data you supply to us as part of our Services. You further agree to provide such notice and obtain such consent with regard to any third party personal data you supply to us in the future. We are not responsible for any consequences resulting from your failure to provide notice or receive consent from such individuals nor for your providing outdated, incomplete or inaccurate information.
  8. Privacy. Our Privacy Policy, which can be found at https://quiplab.com/quip-documents/terms-of-service/, forms a part of this Agreement, and it is incorporated herein by reference. The Privacy Policy provides important information regarding the types of personally identifiable information we may collect when you use our Site or any of our mobile applications, and regarding how we use that information. The Privacy Policy also provides important information regarding the choices available to you regarding our use of your personally identifiable information and how we may modify the Privacy Policy. Please review the Privacy Policy carefully.
  9. Site, Services and Our Content Ownership Rights. You agree that, except as expressly stated otherwise in this Agreement, QUIPLAB or its licensees own all right, title and interest in and to
    1. (i)

      The Site,

    2. (ii)

      The Services, and

    3. (iii)

      All intellectual property rights, proprietary rights and other rights embodied therein or related thereto, and any improvements or modifications thereto, and any derivative works thereof, including but not limited to all trademarks, service marks, logos, patents, patent applications, patentable ideas, inventions, trade secrets, know-how, and copy rights (collectively, “QUIPLAB IP Rights”). You agree that, except for the rights expressly granted to you in this Agreement, no right, title or interest, express or implied, in any QUIPLAB IP Rights is transferred to you, and you will not make any claim of an interest in any QUIPLAB IP Rights. QUIPLAB reserves all rights not expressly granted in the QUIPLAB IP Rights.

  10. Your Feedback; License to Use Your Name. We shall own all intellectual property and other proprietary rights in any suggestions, ideas, enhancement requests, feedback, or recommendations provided by you or your end users concerning the Site or any Services (“Feedback”), and shall have the unrestricted right to use any and all Feedback for any purposes, commercial or otherwise, without any obligation of compensation or attribution to you or any third party. You agree that we may use your name and logo on our Site and in our marketing materials to refer to you as a customer of our Services.
  11. Modifications to the Agreement or Services. You agree that we may revise the terms and conditions of this Agreement at any time. Any such revision will be binding and effective upon posting of the revised Agreement to the Site. You agree to periodically review our Site and the current version of this Agreement posted on the Site so that you are aware of any revisions. You can determine when changes were last made to this Agreement by referring to the “Last Updated” date at the beginning of this Agreement. If you don’t agree with any revision to this Agreement, you may terminate this Agreement at any time by providing us with notice, and that termination will be effective when we receive and process it. Except where expressly provided otherwise in this Agreement, any fees paid by you if you terminate your Agreement with us are nonrefundable. By continuing to use the Services after any revision to this Agreement, you are agreeing to abide by and be bound by any such revisions. No employee, contractor, agent or representative of QUIPLAB is authorized to alter or amend this Agreement except for the President or CEO of QUIPLAB, and then only in a written document signed by the President or CEO of QUIPLAB. You also agree that we or our vendors may modify, update, or change any part of the Services at any time.
  12. Termination of Agreement or Services
    • Termination by You. You may terminate this Agreement for any reason upon at least thirty (30) days written notice to us or as     provided on our Site, or as otherwise expressly provided herein.
    • Termination by Us. We may terminate this Agreement or any part of the Services at any time:
      1. (i)

        If you breach or threaten to breach any obligation hereunder, Termination by Us. We may terminate this Agreement or any part of   the Services at any time:

      2. (ii)

        If you fail to respond within seven (7) calendar days to an inquiry from us concerning the accuracy or completeness of your            account  information,

      3. (iii)

        If we determine in our sole discretion that you have violated (or that your conduct could potentially violate) any of the provisions    of   this Agreement related to prohibited uses or limitations on uses of any of the Services,

      4. (iv)

        As expressly provided in this Agreement, or

      5. (v)

        For any other reason (not referenced above) in our sole discretion upon written notice to you (provided, however, that in the event  of   any termination under this subsection 12B(v), we will refund a pro-rated portion of any fees for Services that have been paid for  but not yet delivered for the agreed upon term) after the payment of a service fee of $100.

    • Effect of Termination. Except as otherwise expressly set forth herein or on our Site, we will stop charging your credit card (where applicable) for any monthly service fees as of the expiration of the monthly billing cycle in which the termination is effective. Unless  we specify otherwise in writing, you will not receive any refund for payments already made by you as of the date of termination. Additionally, unless we terminate this Agreement pursuant to Section 12(B)(v) above, you will still be obligated to pay any fees due for the balance of any remaining term on the Services you purchased or renewed prior to termination. If termination of this Agreement is  due to your violation of this Agreement, you will pay all costs of termination, including any reasonable costs we incur in closing your  account. You agree to pay any and all costs we incur in enforcing the Agreement. You agree that upon termination of this Agreement or any of the Services, we may delete all information related to you on the Site, in your account or in any Services.
    • Effect of Termination of Bundles. If you purchase Services that are sold together as a bundle, any termination relating to the     bundle will terminate all Services included in the bundle. Upon the effective date of termination of Services in a bundle, we will no   longer be required to provide the Services included in the bundle. Subject to your agreement to any additional terms and payment of any additional fees we may require, we may, in our sole discretion, allow you to convert certain Services included in the bundle to stand alone ervices.
    • Suspension of Services. In addition to the above provisions, if you breach any term of this Agreement, we may, in our sole           discretion, suspend your Services immediately and without notice to you. Fees for Services may continue to accrue on suspended     accounts and you will be responsible for the payment of any those fees during the period of any suspension.
    • Cessation of Services. We or our third-party vendors may cease offering any of the Services in our or their sole       discretion at any time.
  13. Additional Representations and Warranties to Us. In addition to any other representations or warranties herein, you represent and warrant that
    1. (i)

      Your use of the Site or any of our Services does not and will infringe or violate the rights of any person or entity,

    2. (ii)

      You have the right and authority to enter into and fully perform under this Agreement,

    3. (iii)

      If you are entering into this Agreement on behalf of a company, organization, association or other entity, you have the authority to enter into this Agreement on its behalf,

    4. (iv)

      The information you provide in your account is complete and accurate, and you will keep that information current,

    5. (v)

      You will maintain the confidentiality of your account number and authentication credentials,

    6. (vi)

      You are at least 18 years of age; and

    7. (vii)

      You agree to comply with all applicable laws and regulations.

  14. Limitation of Liability; Time Limit on Filing Claims. YOU AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, OUR ENTIRE LIABILITY, AND YOUR EXCLUSIVE REMEDY, IN LAW, IN EQUITY, OR OTHERWISE, WITH RESPECT TO THE SITE, ANY SERVICES PROVIDED UNDER THIS AGREEMENT, AND/OR FOR ANY BREACH OF THIS AGREEMENT BY US, IS SOLELY LIMITED TO THE AMOUNT YOU PAID TO US FOR USE OF THE SITE OR FOR THE RELATED SERVICES DURING THE TERM OF THIS AGREEMENT. IN NO EVENT SHALL QUIPLAB, ITS LICENSORS AND CONTRACTORS (INCLUDING, BUT NOT LIMITED TO, THIRD PARTIES PROVIDING, DIRECTLY OR INDIRECTLY, ANY PART OF THE SERVICES) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS), EVEN IF ALL OF THEM HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. QUIPLAB and its licensors and contractors disclaim any and all loss or liability resulting from, but not limited to
    1. (i)

      Access delays or access interruptions, or interruptions of any Services;

    2. (ii)

      Data non-delivery or data mis-delivery;

    3. (iii)

      Acts of God or events outside of the control of QUIPLAB or its licensors or contractors;

    4. (iv)

      Unauthorized use or misuse of your account number, password or authentication credentials;

    5. (v)

      Errors, omissions, or misstatements in any and all information on our Site or in our Services;

    6. (vi)

      Our processing of your application for Services or any modification to your QUIP or account record;

    7. (vii)

      Your (or your agent’s) failure to pay any fees;

    8. (viii)

      The application of any dispute policies or other policies implemented by the QUIP registry or QUIPLAB;

    9. (ix)

      The content of any data transferred to or from you or stored by you through the Services; or

    10. (x)

      Actions we take based on any instruction or communication we reasonably believe to be from your authorized representative.YOU AGREE THAT ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OF OUR SERVICES MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR THE CLAIM SHALL BE FOREVER BARRED. This Section shall survive any expiration or termination of this Agreement.

  15. Disclaimer. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THIS SITE AND THE SERVICES FOUND AT THIS SITE SHALL BE AT YOUR OWN RISK AND THAT THIS SITE AND THE SERVICES FOUND AT THIS SITE ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”. quiplab, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ALL THIRD PARTY SERVICE PROVIDERS, DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. quiplab, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES:
    1. (i)

      About THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS SITE,

    2. (ii)

      About THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED TO THIS SITE,

    3. (iii)

      About THE SERVICES FOUND AT THIS SITE OR ANY SITES LINKED TO THIS SITE,

    4. (iv)

      That the services or site WILL MEET YOUR REQUIREMENTS,

    5. (v)

      THAT THE SERVICE(S) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE,

    6. (vi)

      AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, OR

    (vii) AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES, AND quiplab ASSUMES NO LIABILITY OR RESPONSIBILITY FOR THE SAME.YOU UNDERSTAND AND AGREE THAT ANY MATERIAL OR DATA DOWNLOADED OR OBTAINED THROUGH THE USE OF OUR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE
    DOWNLOAD OF SUCH MATERIAL OR DATA. WE MAKE NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH ANY OF OUR SERVICES OR ANY TRANSACTIONS ENTERED INTO THROUGH SUCH SERVICES.IN ADDITION, YOU ACKNOWLEDGE AND AGREE THAT, except as expressly provided herein, NO ORAL OR
    WRITTEN INFORMATION OR statements PROVIDED BY quiplab, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, or its THIRD PARTY SERVICE PROVIDERS, WILL CREATE A contract or WARRANTY OF ANY KIND or modify this Agreement in any way, AND you will NOT RELY ON ANY SUCH INFORMATION OR statements. THis section SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND shall survive any termination or expiration of this Agreement.

  16. Your Indemnification Obligations. You agree to release, indemnify, defend and hold harmless QUIPLAB and our (and each of their) contractors, agents, employees, officers, directors, shareholders, affiliates and assigns from all losses, liabilities, claims, damages, costs and expenses, including reasonable attorneys’ fees and expenses, relating to or arising out of (a) this Agreement or the breach of your representations, warranties, or obligations under this Agreement, (b) your use of our Site or Services, including but not limited to actual or alleged violation or infringement of another party’s rights, (c) a violation or alleged violation of any of our operating rules or policies relating to the Services, (d) any information or data you provide to us or include in your account information, our Site or our Services, or (e) any information, material, or services available on any website to which you point any of your QUIP registrations (collectively, “Indemnifiable Claims”). When we are threatened with suit or sued by a third party, we may seek written assurances from you concerning your promise to indemnify us (such as, for example, in the form of a deposit of money by you with us to cover our fees and expenses). You agree to provide such assurances when requested, and your failure to do so will be a material breach of this Agreement. We have the right to participate in any defense by you of an Indemnifiable Claim, with counsel of our choice. We will reasonably cooperate in the defense at your request and expense. You have sole responsibility to defend us against any Indemnifiable Claim, but you must receive our prior written consent regarding any related settlement. The terms of this Section will survive any termination or cancellation of this Agreement.CULAR PURPOSE AND NON-INFRINGEMENT. quiplab, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES:
  17. Governing Law, Jurisdiction and Venue; Waiver of Trial by Jury. This Agreement shall be governed by and construed in accordance with the laws of the United States of America and the Commonwealth of Virginia, without regard to conflict of laws principles. You agree that any action relating to or arising out of this Agreement shall be brought exclusively in the state or federal courts of Fairfax County, Virginia, and you hereby consent to (and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to) exclusive jurisdiction and venue in the state and federal courts of Fairfax County, Virginia. You agree to waive the right to trial by jury in any action or proceeding that takes place relating to or arising out of this Agreement.
  18. Notices and Announcements from Us. Except as expressly provided otherwise on our Site or in this Agreement, all notices to QUIPLAB shall be in writing and delivered via overnight courier or certified mail, return receipt requested to QUIPLAB, Attention: Noetic Partners Legal Department, 445 Park Avenue, 9th Floor, New York, NY 10022, USA. All notices to you shall be delivered to your mailing address or email address as provided in your account information or to any email address associated with any of your Services. You authorize us to contact you as our customer via email, postal mail, or telephone regarding information that we think might be of potential interest to you. Notices and announcements may include commercial emails, telephone solicitations and other notices.
  19. Severability. You agree that the terms of this Agreement are severable. If any term or provision is declared invalid or unenforceable, in whole or in part, that term or provision will not affect the remainder of this Agreement; this Agreement will be deemed amended to the extent necessary to make this Agreement enforceable, valid and, to the maximum extent possible under applicable law, consistent with the original intentions of the parties; and the remaining terms and provisions will remain in full force and effect.
  20. This is the Entire Agreement. You agree that this Agreement and the terms, conditions, rules and policies incorporated by reference in this Agreement (including, without limitation, the privacy statement) constitute the entire agreement between you and us regarding the Services and the Site, and supersede all prior agreements and understandings, whether written or oral, with respect to the subject matter of this Agreement. No purchase order or other document provided by you for the Services will have any force or effect. No custom, practice, policy or precedent shall alter this Agreement in any way.
  21. Assignment by You is Prohibited; Resale by you is Prohibited. Except as otherwise set forth herein, your rights under this Agreement are not assignable or transferable. Any attempt by your creditors to obtain an interest in your rights under this Agreement, whether by attachment, levy, garnishment or otherwise, renders this Agreement voidable at our option. You agree not to reproduce, duplicate, copy, sell, resell or otherwise exploit for any commercial purposes any of the Services without our prior written consent. QUIPLAB’s rights and obligations under this Agreement are assignable in whole or in part in QUIPLAB’s sole discretion. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns.
  22. Independent Parties. Neither party is an agent, employee or joint venture of the other party, and neither party has any authority to bind the other party by contract or otherwise to any obligation. Except as otherwise expressly stated herein, there shall be no third party beneficiaries to this Agreement.
  23. Waiver. No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by an authorized representative of QUIPLAB. The remedies of QUIPLAB under this Agreement shall be cumulative and not alternative, and the election of one remedy for a breach shall not preclude pursuit of other remedies. The failure of a party to require performance of any obligations of the other party hereunder shall not affect its right to enforce any provision of this Agreement at a subsequent time, and the waiver of any rights arising out of any breach shall not be construed as a waiver of any rights arising out of any prior or subsequent breach.
  24. Export Restrictions. This Site and the Services are subject to the export laws, restrictions, regulations and administrative acts of the United States Department of Commerce, Department of Treasury Office of Foreign Assets Control (“OFAC”), State Department, and other United States authorities (collectively, “S. Export Laws”). You shall not use the Services to collect, store or transmit any technical information or data that is controlled under U.S. Export Laws. You shall not export or re-export, or allow the export or re-export of, the Services in violation of any U.S. Export Laws. By using this Site or the Services, you agree to the foregoing and represent and warrant that you are not a national or resident of, located in, or under the control of, any restricted country; and you are not on any denied parties list; and you agree to comply with all U.S. Export Laws. The obligations under this section shall survive any termination or expiration of this Agreement or your use of this Site or the Services found at this Site.
  25. Causes Beyond Our Control; Service Outages. You agree that QUIPLAB shall not be deemed in default hereunder, and you will not hold QUIPLAB responsible, for any cessation, interruption or delay in the performance of its obligations hereunder due to causes beyond its control including, but not limited to: earthquake; flood; fire; storm; natural disaster; act of God; war; terrorism; armed conflict; labor strike; lockout; boycott; supplier failures, shortages, breaches, or delays; or any law, order regulation, direction, action or request of the government, including any federal, state and local governments, or of any civil or military authority; or any cause or circumstance beyond the reasonable control of QUIPLAB. You also acknowledge that we or our vendors may experience planned and unplanned outages from time to time, and as a result your Services may be interrupted for an extended period of time; you agree we are not liable for any losses, damages, costs or expenses resulting from any such outages.
  26. Acceptable Use Terms. The following “acceptable use terms” apply to all Services, and any violation of these terms, as determined by us in our sole discretion, will constitute a breach of the Agreement, and grounds for immediate termination of this Agreement:
    • You will not attempt to gain unauthorized access, or misuse or engage in any practice that may hamper operations of, or cause problems related to, the Services or any of
      our, or our vendors’, services including, without limitation, slow-down of the Services, damage to data, software, operating systems, applications, hardware components,
      network connectivity or any other hardware or software that constitute the Services and architecture needed to continue their operation; and
    • You will not engage in any activity in connection with the Services or our Site that is unlawful; or that is harassing to us, or to our vendors or other customers; or that is
      deemed objectionable by us; or that causes any disruption or degradation of the system or any services being delivered to or used by any other customer.
  27. All provisions of this Agreement which by their nature or language are intended to survive the expiration or termination of this Agreement, shall survive any such expiration or termination.

PART II: PROVISIONS SPECIFIC TO QUIPS

  1. QUIPs Generally; A Service; Your Responsibility for Licensees. The QUIP registry database is administered by the QUIP registry (the “QUIP Registry”) (as of the last updated date of this Agreement, Electronic Commerce Code Management Association serves as the QUIP Registry). By agreeing to the terms and conditions in this Agreement, you are also agreeing to be bound by the terms, conditions, rules and policies set forth by the QUIP Registry. You agree that this Agreement provides only a contractual right to receive services from quiplab in accordance with this Agreement, and that this Agreement does not provide you with any intellectual or other property rights (INCLUDING BUT NOT LIMITED TO PROPERTY RIGHTS IN or concerning any quip registration). You agree that if you license to a third party the right to use your QUIP registration, you are still responsible for providing your own full contact information and for providing and updating accurate information for all other contacts, if any, required for your account, you will remain responsible for complying with this Agreement, and you hereby accept liability for all harm caused by such licensee’s wrongful use of your QUIP registration.
  2. QUIP Registry. You acknowledge and agree that, in addition to the terms and conditions of this Agreement, any registration, renewal, transfer or use of a QUIP is subject to the rules and policies of the QUIP Registry and applicable law, and you agree to abide by any and all terms, conditions, rules and policies promulgated by the QUIP Registry (“Registry Terms”) for all QUIP registrations or renewals, including but not limited to any dispute policy or transfer policy implemented by the QUIP Registry and/or QUIPLAB. All QUIP Registry Terms, are incorporated herein by reference, and form a part of this Agreement. You acknowledge and agree that you are not a party to, or a third party beneficiary under, our contracts with our vendors or the QUIP Registry. You acknowledge that the Registry Terms may be amended, and new Registry Terms might be adopted, from time to time by the QUIP Registry, and you agree to be bound by and comply with those Registry Terms as amended or adopted (regardless of when you submitted your registration request or application). If you do not agree with any such amended or new Registry Terms, you may terminate this Agreement; however, you agree that you will not receive any refund of fees paid by you.
  3. QUIP Security. We don’t guarantee the security of your QUIP registration. You assume all risks that your Authentication Credentials may be compromised as a result of fraudulent, unauthorized or illegal activity.
  4. Fees and Payment. In addition to the other provisions of this Agreement related to fees and payments, you agree that a QUIP registration must be in a paid status before you will be permitted to take any action related to it, and QUIPLAB will have no obligation to provide any services with respect to a QUIP that is not in a paid status. QUIPS in an unpaid status are subject to deletion.
  5. We May Lock Your QUIP. You agree that we are authorized, but are not obligated, to “lock” your QUIP to prevent unauthorized transfers of your QUIP. You acknowledge and agree that before you will be able to transfer a QUIP that is in a “lock” status, you may first have to access your account and remove the lock.
  6. Registrant Name Changes. We might, but are not obligated to, make available to you the ability to transfer a QUIP to another registrant. In that case, if you transfer a QUIP to another registrant (a “Registrant Change”), you represent and warrant that you have the authority to approve the Registrant Change, and you agree that (i) we will not refund to you any money you have paid to QUIPLAB, (ii) we are authorized to effect the Registrant Change and take all steps reasonably necessary for the same, and (iii) the Registrant Change does not effectuate an assignment of any of your rights under this Agreement (the Registrant Change will terminate this Agreement with respect to you and the services for that QUIP, and will create a new Agreement for QUIP registration services between us and the new registrant). If you are the new registrant from a Registrant Change, you acknowledge and agree that the Registrant Change will not result in any additional time being added to your QUIP registration term (the registration expiration date will remain the same as it was prior to the Registrant Change), and that the Registrant Change results in a registration by you of the QUIP for all purposes of this Agreement.
  7. Disclosing Registration Information. You hereby grant us and the QUIP Registry the right to disclose to the public through an interactive publicly accessible registration database the following information for each QUIP you register or renew with us:(i) The QUIP;
    1. (ii)

      Your name and postal address;

    2. (iii)

      The names, postal addresses, email addresses, voice telephone numbers and where available the fax numbers of the various contacts in your account;

    3. (iv)

      The IP address and/or Website for the technical data associated with your QUIP;

    4. (v)

      The original creation date of the QUIP;

    5. (vi)

      The expiration date of the QUIP, and

    6. (vii

      any other information required by the QUIP Registry to be disclosed in connection with your QUIP registration. You consent to allow us to transmit this registration data to
      an escrow agent if requested or required by the QUIP Registry.

  8. Challenges to Your QUIP; QUIP Dispute Policies. You acknowledge that third parties might object to your registration or use of a QUIP; you acknowledge and agree that we will not review your selected QUIP to determine whether the QUIP infringes or violates any other party’s rights; and you agree that it is solely your responsibility to make sure your selected QUIP does not infringe or violate another party’s rights. If you register or renew a QUIP through us, you agree to be bound by all dispute policies related to QUIPs and adopted by the QUIP Registry or QUIPLAB (now or in the future), as any of them may be amended from time to time, with respect to any challenge by a third party of your registration or use of a QUIP. You agree that in the event of any dispute with a third party, you will indemnify and hold us harmless pursuant to the terms and conditions of this Agreement. If we are notified that a complaint has been filed with a judicial or administrative body regarding your registration or use of a QUIP, you agree not to make any changes to your QUIP record without our prior written approval, and you acknowledge and agree that we are authorized to refuse to allow any changes to your QUIP record until (i) we are directed otherwise by a judicial or administrative body, or (ii) we receive notification from you and the third party that the dispute has been settled. Furthermore, you agree that if you are subject to litigation regarding your registration and use of our QUIP registration services, we may deposit control of your QUIP record into the registry of the judicial body by supplying a “registrar certificate” from us. You hereby authorize us to comply with all court orders, domestic or international, directed against you and/or the QUIP registration.
  9. Request for Reservation. We may provide you with the ability to apply to reserve a QUIP registration prior to your active use of the QUIP. If you submit, and we accept, such an application, we’ll attempt to reserve the QUIP and submit it for inclusion in the QUIP Registry database for the period of time, and for the fees, indicated on our Website.
  10. Renewal and Transfer of Expired or Terminated QUIPs. We will endeavor to send renewal notifications via email to the account holder prior to expiration of a QUIP registration. You agree that we are not obligated to allow you to renew a QUIP after its expiration date has passed. You acknowledge and agree that we may delete your QUIP at any time after the expiration date. We may (but are not obligated to) make available to you the ability, for a fee, to redeem a deleted QUIP. Fees for renewal or redemption, if available, of QUIPs shall be as stated on our Site at the time of such renewal or redemption.
  11. Purchase of Already-Registered QUIPs. We may provide you with the ability to purchase QUIPs that are already registered to third parties who are making the QUIPs available for sale (each a “Third Party QUIP”). Upon successful completion of the transfer of a Third Party QUIP into your account, we will add one year to the then-current registration period. Any subsequent renewal of such a QUIP will be charged at the then-current renewal fee. All such registrations are final and payment is non-refundable. We make no representations regarding the right or the ability of the third party seller to register, use, sell or transfer the Third Party QUIP. You agree that we reserve the right to reject or cancel your purchase or registration of a Third Party QUIP for any reason including, but not limited to, any pricing errors. In the event we reject or cancel your Third Party QUIP registration for any reason other than your breach of this Agreement, we will refund in full the amount of the purchase price as your sole remedy hereunder.
  12. No Guarantees of Registration. We make no guarantees that your QUIP registration application will be accepted by the QUIP Registry. You acknowledge and agree that a QUIP registration request may fail or be rejected by the QUIP Registry for any number of reasons, and QUIPLAB is not responsible for any such failure or rejection.
  13. Revocation. You agree that we may suspend, cancel or transfer your QUIPs in order to:(i) Correct mistakes made by us, another registrar or the registry in registering a QUIP;
    1. (ii)

      To resolve a dispute with a third party (including, without limitation, under any dispute policies adopted by QUIPLAB or the QUIP Registry): or

    2. (iii)

      To remedy a change in a QUIP account that we reasonably believe was unauthorized.

  14. Registry Actions or Inactions. Our ability to provide services to you depends in part upon the provision of services by third parties, such as, for example, the QUIP Registry. We cannot control and you agree we will not be responsible for the actions or inactions of such third parties. For example, the QUIP Registry has reserved the right to deny, cancel or transfer any QUIP registration under certain circumstances. You agree that we are not liable to you (or anyone else) for any losses, damages, claims, expenses or other harms incurred or suffered by you as a result of any acts or omissions of any third party.
  15. Indemnification. In addition to the indemnification and defense obligations in Part I, Section 16 of this Agreement, you agree to indemnify, defend and hold harmless QUIPLAB, the QUIP Registry, and each of our (and their) respective directors, members, officers, employees, agents, contractors, subcontractors, affiliates and third party vendors, from and against all claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses, arising out of or relating to, for any reason whatsoever:(a) Your QUIP application or registration;
    1. (b)

      Your breach of any terms of this Agreement;

    2. (c)

      Any alleged violation or infringement of a third party’s rights related to your QUIP application or registration;

    3. (d)

      Any dispute arising out of or related to your QUIP application or registration; or

    4. (e)

      The content of any portal or directory established by the QUIP Registry or QUIPLAB.This section shall survive any termination or expiration of this Agreement.

  16. Effects of Prohibited Activities. You acknowledge and agree that you are prohibited from distributing malware, operating botnets, phishing, piracy, trademark or copyright infringement, fraudulent or deceptive practices, counterfeiting or otherwise engaging in activity contrary to applicable law or in violation of this Agreement, and that you will not do any of the foregoing. You further agree that any prohibited activity described in this Agreement may result in remedial measures including, but not limited to, the denial, cancellation or transfer of any registration or transaction, the placement of one or more registry or registrar lock functions on any QUIP and the suspension of the QUIP.
  17. Rights Expressly Reserved by QUIPLAB and the QUIP Registry. We and the QUIP Registry reserve the right to deny, cancel or transfer any registration or transaction, or place any QUIP (or bundles) on registry lock, hold or similar status, that we or they deem necessary, in our or their unlimited and sole discretion:
    1. (i)

      To comply with specifications adopted by any industry group generally recognized as authoritative with respect to the Internet or QUIPs,

    2. (ii)

      To protect the integrity and stability of the QUIP Registry or any of our or their systems;

    3. (iii)

      To comply with any applicable laws, government rules or requirements, requests of law enforcement, or any dispute resolution process (or during resolution of any dispute pertaining to a Registered QUIP);

    4. (iv)

      To avoid any liability, civil or criminal, on the part of QUIPLAB or the QUIP Registry, as well as our or their affiliates, subsidiaries, officers, directors and employees;

    5. (v)

      Pursuant to the terms of this Agreement;

    6. (vi)

      As part of any validation procedures;

    7. (vii)

      For the non-payment of fees, or

    8. (viii)

      To correct mistakes by QUIPLAB or the QUIP Registry in connection with a QUIP registration.QUIPLAB and the QUIP Registry reserve the right to place upon registry lock, hold or similar status a QUIP during resolution of any dispute.